Master Merchant Reseller Agreement

1. Parties, Recitals & Reseller Framework

This Master Merchant Reseller Agreement (“Agreement”) is entered into by and between:

2. Grant of Resale & Distribution Rights

Licensor hereby grants to Rosenwald Technologies a worldwide, non-exclusive, sublicensable, royalty-bearing commercial license to:

• Market, offer for sale, license, and distribute Licensor's digital software products, SaaS access, licenses, and digital assets to end-buyers worldwide.
• Transact sales in Rosenwald Technologies' own corporate name and on its own legal account as the Merchant of Record.
• Issue official tax invoices, billing statements, and fiscal receipts under Rosenwald Technologies' corporate tax identity.
• Deliver digital licenses, product keys, cloud credentials, and webhooks to authorized purchasers.

Licensor retains 100% ownership of all underlying intellectual property, patents, trademarks, source code, and copyrighted materials.

3. Retail Pricing, Reseller Margin & Royalty Calculation

Licensor establishes the suggested retail price (“Retail Price”) in the Wispo dashboard. For each completed, settled transaction:

4. Complete Tax & Fiscal Compliance Assumption

As the Merchant of Record, Rosenwald Technologies explicitly assumes 100% statutory legal liability for the indirect taxation of all sales:

• Sales Tax & VAT Remittance: Rosenwald Technologies determines, collects, and files VAT/PDV/KDV and digital service taxes across the European Union (OSS), the Balkans (Serbia, North Macedonia, Bosnia, Montenegro, Albania, Kosovo), Türkiye, and international jurisdictions.
• No Licensor Tax Registration Required: Licensor does not need to register for VAT in buyer jurisdictions solely by virtue of distributing products through Rosenwald Technologies.
• Buyer Invoicing: Invoices and fiscalized receipts are issued solely in the legal name of Rosenwald Technologies.

5. Decoupled B2B Settlements & Remittance Schedule

All disbursements to Licensors are legally and operationally executed as B2B Supplier Trade Remittances / Telif / Lisans Bedeli from Rosenwald Technologies' corporate accounts:

• Maturity & Holding Period: To mitigate chargeback and refund liabilities, customer funds settle to Rosenwald Technologies and are credited to Licensor's pending settlement ledger subject to standard plan maturity (typically 7 to 14 days).
• Minimum Remittance Threshold: Standard automated settlement threshold is €20.00 (or equivalent in local currency).
• Disbursement Channels: Settlements are transmitted via decoupled banking channels (SEPA Wire, Domestic Balkan Clearing, Wise Business API, or local RTGS/clearing) directly to Licensor's verified IBAN.
• B2B Billing Documentation: Depending on Licensor's legal entity type:
  • Registered Companies (D.O.O., Inc., Ltd.): Rosenwald Technologies provides monthly B2B self-billing statements / Reverse-Charge settlement summaries for domestic accounting.
  • Individual Creators: Remittances are classified as software copyright royalties / licensing revenue (Telif / Autorska naknada).

6. Chargebacks, Customer Refunds & Rolling Reserves

Licensor agrees that customer disputes and chargebacks directly impact the sustainability of the distribution channel:

• Refund Deductions: If Rosenwald Technologies approves a legitimate customer refund under our Refund Policy, the corresponding wholesale royalty credited for that transaction is deducted from Licensor's pending balance.
• Chargeback Liability: Chargebacks and card network dispute fees ($15 / €15 per dispute) resulting from defective software, non-delivery, or intellectual property disputes are the commercial responsibility of Licensor.
• Rolling Risk Reserve: For accounts with elevated dispute ratios (>0.75%) or sudden volume spikes, Rosenwald Technologies reserves the right to implement a temporary rolling reserve (e.g. 5–10% held for 60 days) to protect against chargeback insolvency.

7. Licensor Warranties, Anti-Piracy & Prohibited Content

Licensor represents and warrants that:

• It holds all right, title, license, and authority to grant the distribution rights set forth herein.
• The software does not infringe upon any third-party intellectual property, patent, trademark, or trade secret.
• The software is free of trojans, backdoors, spyware, or malicious code designed to compromise end-user security.
• The software strictly complies with Wispo's Acceptable Use Policy (no cracked keys, IPTV, unlicensed financial advisory bots, or illegal content).

8. Term & Termination

This Agreement continues until terminated by either party with thirty (30) days prior written notice. In the event of material breach, suspected fraud, intellectual property infringement, or severe chargeback threshold violations (>1%), Rosenwald Technologies may suspend store operations and distribution immediately.

9. Governing Law & Commercial Jurisdiction

This commercial Agreement is governed by and construed in accordance with the laws of the Republic of Estonia (Law of Obligations Act / Võlaõigusseadus). Any disputes arising out of or in connection with this Agreement that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the competent courts of Tallinn, Estonia (Harju County Court).